MOA and AOA Amendment in India: Procedure, Forms and Timelines
A MOA and AOA amendment needs a special resolution passed by the shareholders, followed by
Form MGT-14 within 30 days and, for most changes, a second filing such as
INC-24, SH-7 or INC-22 to update the public record. The board cannot do this alone. The
shareholders' vote is the legal act, and the filings make it effective against the world.
Special Resolution
At Least 75% of Votes Cast
MGT-14 Deadline
Within 30 Days
Notice to Members
21 Clear Days
Key takeaways
Altering the Articles of Association needs a special resolution (Section 14).
Altering the Memorandum depends on which clause: Sections 13, 61 and 64 cover the
name, capital and objects clauses with their own filings.
A special resolution needs at least 75% of votes cast in favour, and the
explanatory statement must go out with the notice (Sections 114 and 102).
File MGT-14 within 30 days of passing the resolution. It is separate from, and in
addition to, the form for the specific change.
Name changes need prior name approval and the Registrar's fresh certificate.
Capital increases need SH-7. Object clause changes may need a postal ballot for
listed companies.
After approval, file the updated MOA or AOA as e-forms on the MCA V3 portal.
Which part of the document are you changing?
The route changes with the clause. This table is the quickest way to place your change.
| What you change |
Approval needed |
Main filings |
| Articles (any provision) |
Special resolution |
MGT-14, INC-27 where converting company type |
| Name clause |
Special resolution plus Central Government approval
|
RUN/SPICe+ name reservation, MGT-14, INC-24 |
| Registered office state clause |
Special resolution plus Regional Director confirmation
|
MGT-14, INC-23, INC-28 |
| Objects clause |
Special resolution |
MGT-14, and INC-24 only where it changes the company's main business per the
Rules
|
| Authorised capital clause |
Ordinary resolution unless articles require otherwise
|
SH-7, MGT-14 (where applicable) |
| Liability clause |
Special resolution, plus member consent in some cases
|
MGT-14, and other filings as the case needs |
This table
is a starting map, not a replacement for reading the Act. Companies registered under Section 8
and listed companies have extra requirements.
Step by step: the standard procedure for amendment of MOA and AOA
1
Draft the change
Mark the exact clause, the old text and the proposed text. A tracked-changes comparison
helps shareholders see what they vote on.
2
Board meeting
The board approves the draft, fixes the date of the general meeting, approves the notice
and the explanatory statement, and authorises a director or company secretary to carry
it forward.
3
Notice to members
Send at least 21 clear days' notice (Section 101), unless shorter notice consent is
obtained under the Act. The notice must carry the explanatory statement from Section
102, setting out the reasons for the change and any director's interest in it.
4
General meeting
The shareholders vote. At least 75% of votes cast must be in favour for a special
resolution.
5
Form MGT-14
File the resolution with the Registrar within 30 days. This is the central Form MGT-14
filing on the MCA portal step for any special resolution.
6
Specific form
File whichever form the change calls for: INC-24 for a name change, SH-7 for capital,
INC-23 for a state shift, and so on.
7
Revised documents
Upload the altered MOA or AOA in e-form, which refreshes the company's public record.
Small companies often
skip steps 1 and 2 on paper and run the full meeting only with a few shareholders. That works if
every statutory step is still recorded.
Alteration of Articles of Association under Section 14
Section 14 lets a company change its Articles by special resolution. Typical reasons include
adding a pre-emption right on share transfers, changing the quorum, allowing the board to
appoint additional directors, or introducing investor protections after a funding round.
Two points deserve extra attention.
First, converting a private company to a public one (or the
reverse) requires the Articles to be altered so they match the new status. The
Registrar should receive the altered Articles within 15 days of the alteration, with
INC-27 where the conversion is involved.
Second, the Articles cannot override the Act. If an Article
contradicts the Companies Act 2013, the Act prevails, and the clause is void to that
extent.
Alteration of the Memorandum
The Memorandum contains six clauses for a company limited by shares: name, registered office
state, objects, liability, capital and subscription. Section 13 controls the alteration.
Name change
The name clause changes by special resolution, and the new name needs prior reservation through
the MCA name-reservation process. After the resolution, file MGT-14 and Form INC-24 for Central
Government approval. The Registrar issues a fresh certificate of incorporation reflecting the
new name. Tell the tax authorities, banks and trademark registry afterward.
Objects clause
A company can broaden or narrow what it does by a special resolution. For most private
companies, the usual trigger is a new business line that the existing objects do not cover. An
unlisted company passes the resolution at a general meeting. A listed company is expected to use
a postal ballot. The rules also let the company change its objects only to the extent allowed by
the statute, and the change may require an advertisement in some circumstances. Always check the
amended rules before you act.
Authorised share capital
The capital clause changes when the company wants to issue more shares than the clause allows.
Section 61 treats this as an alteration of capital. In many companies, the Articles authorise
the change by ordinary resolution, and the company then files Form SH-7 within 30 days. If the
Articles have no such power, first alter them by special resolution. The relevant stamp duty and
the Registrar's fee depend on the new amount, and some states have separate stamp duty rules.
Registered office state
Shifting the registered office to another state changes the state clause. That route needs the
Regional Director, which we cover in our
registered office change guide.
Documents checklist
| Document |
Needed for |
Prepared by |
| Board resolution and notice |
All changes |
Company |
| Explanatory statement (Section 102) |
All special resolutions |
Company |
| Special resolution (certified copy) |
All changes |
Company secretary or director |
| Altered MOA or AOA |
All changes |
Advisor |
| Name approval |
Name change |
Company |
| Creditor notices, advertisements |
Interstate move |
Company |
| Attendance sheet and minutes |
Evidence of the meeting |
Company |
| Digital signatures |
All forms |
Authorised signatory |
Common mistakes before the vote
| Mistake |
Why It Hurts |
| Notice defects. |
If the explanatory statement misses the reason for the change, shareholders
could challenge the resolution later.
|
| Mixing up ordinary and special resolutions. |
A capital increase may pass by ordinary resolution, while a name or object
change needs a special one. The wrong choice means the filing may be rejected.
|
| Skipping MGT-14. |
Companies often file SH-7 or INC-24 and forget MGT-14, even though a special
resolution was passed.
|
| Forgetting the articles on investor consent. |
Investor agreements can require the investor's approval for any alteration, even
where the Act does not.
|
| Listing prior approvals. |
For regulated entities such as banks, NBFCs and listed firms, the regulator's
consent may come first.
|
What a delay costs
A late MGT-14 attracts additional fees on the portal, and the company and officers in default
face penalties under Section 117(2). Until you file, the Registrar's record shows the old
clause. A name change that is not recorded will not appear on your certificate, and a capital
increase that is not filed leaves you unable to allot the shares without exceeding the
registered limit.
How LegalDev India handles a MOA and AOA amendment
We start by identifying which clause is changing and what each approval requires, so you only
file the forms that apply. We then draft the resolutions, notice and explanatory statement,
prepare the altered MOA or AOA, file MGT-14 and the clause-specific form, and track the approval
to the revised certificate or acknowledgment. Share your proposed amendment with our secretarial
team, and we will tell you the exact route and timeline.
Frequently asked questions
Got questions? Find clear answers from our secretarial compliance team:
No. The shareholders must approve it by special resolution (or ordinary resolution
for certain capital changes).
30 days from passing the special resolution.
Yes, for each special resolution. Some changes need other forms in addition.
At least 75% of the votes cast.
Reserve the new name, pass a special resolution, file MGT-14 and INC-24, and receive
a fresh certificate.
Check the Articles. If they allow it, pass the required resolution and file SH-7
within 30 days.
Yes, by special resolution and the filings the rules require.
For a name change, yes. For other amendments, the Registrar records the revised
documents.
Yes. The Articles must reflect the new status, within the timeline set by the Act.
Generally no. It operates from the date of the resolution or the date stated in it,
subject to the Registrar's approval where one is needed.